Business Context and Reporting Period
Kanzhun Limited filed this Form 6-K on April 27, 2023, for the month of April 2023. The filing is a supplemental submission under Item 16I(a) of Form 20-F concerning the Holding Foreign Companies Accountable Act, rather than a financial results filing.
Financial and Liquidity Metrics
The filing does not provide revenue, profit, cash flow, margins, debt, liquidity, or other operating financial metrics.
Ownership and Material Changes
- The SEC identified Kanzhun as a Commission-Identified Issuer on May 26, 2022, based on its 2021 annual report audit by PricewaterhouseCoopers Zhong Tian LLP, headquartered in mainland China.
- The PCAOB subsequently vacated its determination in December 2022 that it could not completely inspect or investigate registered public accounting firms headquartered in mainland China.
- As of February 28, 2023, Mr. Peng Zhao controlled 66.0% of the company’s aggregate voting power through TECHWOLF LIMITED.
- TECHWOLF LIMITED beneficially owned 140,830,401 Class B ordinary shares, representing 16.3% of total issued and outstanding shares and 66.0% of aggregate voting power.
- Image Frame Investment (HK) Limited beneficially owned an estimated 8.4% of total shares and 3.4% of aggregate voting power, based on its December 31, 2022 position and an assumption that its holdings had not changed.
- Banyan Partners Fund II, L.P. beneficially owned an estimated 5.5% of total shares and 2.2% of aggregate voting power, based on its December 31, 2022 position and the same assumption.
Guidance, Outlook, Risks, and Unusual Items
Kanzhun states that it believes it is not owned or controlled by a governmental entity in China. It is not aware of any Chinese governmental entity possessing direct or indirect power to direct its management or policies through ownership, contract, or otherwise.
The principal regulatory risk addressed is the HFCAA and potential implications associated with the location of the company’s independent auditor. The filing notes that the PCAOB’s relevant inability-to-inspect determination was vacated in December 2022. No business guidance, outlook, contingencies, or unusual financial items are provided.
Investor Verification Checklist
- Verify the company’s ownership and voting-control disclosures against the 2022 Form 20-F and current beneficial ownership filings.
- Confirm the current PCAOB inspection status of the company’s independent auditor and any resulting HFCAA designation risk.
- Review whether the reported ownership percentages or voting arrangements have changed since February 28, 2023.
- Assess the company’s latest financial results separately, as this filing contains no operating or financial performance data.